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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 26, 2026
Q/C
Technologies, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-36268 |
|
22-2983783 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification No.) |
| 1185
Avenue of the Americas, Suite 249 |
|
|
| New
York, NY |
|
10036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (856) 848-8698
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
QCLS |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02 Termination of a Material Definitive Agreement.
On
June 26, 2026, Q/C Technologies, Inc. (the “Company”) provided notice of its intention to terminate that certain Technology
License and Development Agreement, dated as of September 2, 2025 (the “License Agreement”), by and among LightSolver Ltd.
(“LightSolver”), LPU Holdings LLC (“LPU”), a wholly owned subsidiary of the Company, and, solely with respect
to Sections 7.3, 7.7 and 12.12 of the License Agreement, the Company, effective as of June 26, 2026 (the “Termination Date”).
Pursuant to the License Agreement, LightSolver granted LPU, amongst other things, an exclusive license to use and commercialize its proprietary
laser processing hardware units (LPUs) specifically configured for cryptocurrency mining applications (the “Machines”) and
its proprietary intangible technology necessary or useful to utilize the Machines solely for cryptocurrency mining applications. On the
Termination Date, the License Agreement terminated in accordance with its terms (the “Termination”).
In
accordance with the License Agreement, LPU is automatically and immediately
relieved from its obligation to make any additional milestone payments to LightSolver, and LightSolver has no right to receive any further
contingent consideration thereunder.
Item
8.01 Other Events.
On March 18, 2026, the Company announced
the launch of its optical processing unit (OPU) initiative (the “Initiative”) to develop a proprietary silicon photonic computing
architecture for artificial intelligence (AI) inference. The Initiative is focused on developing next-generation optical computing technologies
designed to address the performance, bandwidth, and energy limitations of traditional electronic computing architectures. In connection
with the Termination, the Company has determined to fully focus its efforts on the Initiative.
Optical computing has the potential
to address several of the challenges associated with conventional GPU-based computing. Artificial intelligence workloads are dominated
by matrix multiplication operations, where photonic architectures may enable highly parallel computation through the physical properties
of light. In addition to significantly reducing energy consumption, optical computing offers the potential for substantially higher bandwidth
and faster signal propagation than traditional electronic systems. The Company is focused on addressing several longstanding challenges
associated with optical computing, including analog precision, nonlinear computation, and memory integration, through internally developed
intellectual property and strategic collaborations.
On March 18, 2026, the Company also
announced that it has assembled an accomplished team of experts in artificial intelligence, photonics, and advanced computing to support
the Initiative, including Director Chelsea Voss and Strategic Advisors Martin Shkreli and James Altucher. The Company believes this combination
of technical and strategic expertise positions the Company to pursue a differentiated approach to optical AI computing. The Company further
stated that it intends to develop proprietary optical chip architectures designed to address key bottlenecks in bandwidth, energy efficiency,
and scalability for AI inference applications, while building a portfolio of foundational intellectual property through patent filings.
On June 30, 2026, the Company announced
the relocation of its headquarters to San Francisco, California, where it is establishing a 4,800-square-foot integrated photonics laboratory
to accelerate research and development of its proprietary optical processing unit. The relocation also positions the Company in close
proximity to leading engineering talent and technology companies specializing in photonics, artificial intelligence, and advanced computing.
In connection with the Initiative, the Company also announced the hiring of specialized engineers with experience at companies including
IPG Photonics, Neurophos, and IonQ.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Q/C
TECHNOLOGIES, INC. |
| |
|
|
| Date:
July 2, 2026 |
By: |
/s/
Joshua Silverman |
| |
Name: |
Joshua
Silverman |
| |
Title: |
Executive
Chairman |
